P. Schoenfeld Strikes Agreement with Vivendi in Multibillion-Dollar Dividend Proposal

On March 24, Willkie client P. Schoenfeld Asset Management LP announced a proposal to Vivendi SA's shareholders to return capital to shareholders in an amount of €9 billion by way of distribution of a special dividend.  On April 8, Vivendi announced that it has reached an agreement with P. Schoenfeld, promising new dividends that will push Vivendi’s overall cash return to shareholders to €6.75 billion ($7.3 billion). In return, P. Schoenfeld has agreed to withdraw its two resolutions regarding the €9 billion dividend proposal. Vivendi is owner and the largest shareholder of Universal Music Group, the world's largest record label in terms of sales.

The matter is being handled by partners Daniel Hurstel and Jack Nusbaum, national partner Gabriel Flandin, along with associates Liza Scemama and Grégoire Dumazy. 

Willkie Successfully Defends Appeal of Momentive’s Bankruptcy Plan Confirmation Order

On May 5, Willkie obtained an appellate victory for Momentive Performance Materials Inc. when the Honorable Vincent L. Briccetti of the District Court for the Southern District of New York issued an opinion affirming the Bankruptcy Court’s September 11, 2014 order confirming Momentive’s chapter 11 plan of reorganization.

In August 2014, the Bankruptcy Court held a heavily-contested one-week trial with respect to the confirmation of Momentive’s prenegotiated Plan of Reorganization.  On August 26, 2014, Bankruptcy Judge Robert D. Drain ruled in favor of Momentive on every contested point of its prenegotiated chapter 11 plan of reorganization, which had the support of approximately 90% of its second lien noteholders.  The restructuring resulted in the elimination of more than $3 billion of debt from Momentive’s balance sheet.

Indenture trustees for three of Momentive’s debt issuances appealed Judge Drain’s decision to the District Court for the Southern District of New York, arguing that the Bankruptcy Court incorrectly ruled in favor of Momentive on each contested issue.  Willkie submitted appellate briefs on the merits of the various appeals, as well as motions to dismiss the appeals as equitably moot, as the chapter 11 plan was consummated pursuant to its terms before the appeals were determined by the District Court. Judge Briccetti’s opinion concurred with the reasoning of Momentive and Judge Drain with respect to each contested issue.

The appellate case was handled by an interdepartmental bankruptcy and litigation team, primarily consisting of partners Matthew Feldman, Rachel Strickland, Joseph Baio, Roger Netzer and James Dugan and associates Jennifer Hardy, Dan Kozusko, Ji Kim, Andrew Mordkoff, Christopher Koenig, Stephen Mouritsen and William O’Brien.

Hudson’s Bay Company, Simon Property Group Announce $1.8 Billion Joint Venture

On February 25, Willkie client Hudson’s Bay Company (HBC), owner of Saks Fifth Avenue and other leading department stores, and Simon Property Group Inc., a major retail real estate owner, announced they have agreed to form a joint venture focused on credit tenant, net-leased and multi-tenanted retail buildings in the United States and internationally.

The joint venture, valued at $1.8 billion, will build on the strength of HBC’s existing real estate assets as well as identify new real estate growth opportunities in the above-mentioned sectors, including department stores. The transaction is structured to facilitate an IPO or other monetization of the joint venture at a future date.

Hudson's Bay Company, founded in 1670, is North America's longest continually operated company. HBC operates primarily in the United States and Canada under banners that include Hudson's Bay (Canada's most prominent department store), Lord & Taylor, Saks Fifth Avenue and Saks Fifth Avenue OFF 5TH.

Willkie’s multidisciplinary deal team was led by partners Gordon Caplan, Russell Leaf and Gregory Astrachan, and included partners Thomas Henry, Henry Cohn and Hillel Jacobson and associates Michael Brandt, Michael Jackowitz, Kathleen O’Donnell, Tyler Warner, Timothy DeKeyser, Jennifer Coffey, Jacob Moss, Natalie Whitaker and Annise Maguire.

In November 2014, Willkie represented HBC in a $1.25 billion CMBS financing deal secured by HBC’s flagship Saks Fifth Avenue store property in New York. The firm also represented HBC in its acquisition of Saks International for $2.9 billion in 2013.